Partnership Annotations 2

Question 1

Under the law on sales, this shall take place whenever by a final judgement based on a right prior to the sale or an act imputable to the vendor, the vendee is deprived of the whole or a part of the thing purchased

Answer 1

Eviction

Question 2

What are the obligations of a partnership to every partner?

Answer 2

1. To refund the amounts a partner may have disbursed on behalf of the partnership plus the interest from the time such expenses were made
2. To answer to each partner for obligations, he may have contracted in good faith in the interest of the partnership, and for the risks in consequence of its management

Question 2

How many classifications of partners are there?

Answer 2

10
1. As to Contribution
2. As to the value of the contribution
3. As to Management
4. As to 3rd Persons
5. As to Membership
6. As to the nature of membership
7. As to state of survivorship
8. As to Continuing of business after dissolution
9. As to the effect of expulsion
10. As to Liability

Question 2

What is are partners as to contributions?

Answer 2

1. Capitalist - Contributes Money or Property
2. Industrial - Contributes Industry or Labor
3. Capitalist - Industrial - Contributes Both

Question 3

What are the remedies of a capitalist partner against an industrial partner who engaged in the business for himself?

Answer 3

1. They may exclude him from the partnership + damages
2. They may avail themselves of the benefits which the industrial partner may have obtained + damages

Question 3

What are the property rights of an owner?

Answer 3

1. His rights in specific partnership property
2. His interest in the partnership
3. His right to participate in the management

These are principal rights

Question 4

The voluntary transfer of a right or of property

Answer 4

Conveyance

Question 4

What happens if a partner conveys his whole interest in the partnership?

Answer 4

1. General rule is, it still exists, or it can be dissolved if the remaining partners don’t want to continue it
2. The person who was assigned the interest cannot
   a. Interfere in management of the partnership
   b. Cannot require information or accounting of partnership transactions
   c. Cannot inspect partnership books

Question 5

What are the rights of an assignee?

Answer 5

1. To receive profits to which the assigning partner would otherwise be entitled
2. In case of fraud in the management of the partnership, the assignee may avail the usual remedies of law
3. In case of dissolution, to receive the assignor’s interest
4. In case of dissolution, the assignee may require an account from the date only of the last account agreed to by all partners

Question 5

What is a “charging order”

Answer 5

A charging order upon a partnership’s interest in the partnership refers to the remedy available to a judgement creditor of a debtor-partner to charge the interest of the latter in the partnership by means of a court order for the purpose of satisfying the amount of the judgement.

This charging order however, is always subject to the preferred rights or partnership creditors.

Question 5

The extinguishment of the charge or attachment on the partner’s interest in the profits

Answer 5

Redemption

Question 6

What are the obligations of a partner with respect to contribution of property/to other partners?

Answer 6

1. To contribute at the beginning of the partnership or at the stipulated time the money, property, or industry which he may have promised to contribute
2. To answer for eviction in case the partnership is deprived of the determinate property contributed
3. To answer to the partnership for the fruits of the property the contribution of which he delayed, from the date they should have been contributed up to the time of actual delivery
4. To preserve said property with the diligence of a good father of a family
5. To indemnify the partnership for any damage cause in it by retention of the same or by the delay in its contribution

Question 7

What is the rules of contribution between capitalist partners?

Answer 7

General Rule: Contribute as per stipulation, in the absence of stipulation it is assumed they contribute equal shares (Art 179)

(Industrial partners don’t have to deal with this since they’re industrial)

Question 8

What is the rules of profit sharing between partners?

Answer 8

General rule is by agreement, if it is absent then it is divided by contribution

Industrial partners get their share first according to what is just and equitable then the capitalists divide

Question 9

What is the rules of loss sharing between partners?

Answer 9

General rule is to look at the agreement, in the absence of agreement you look at their arrangement as to how they share profits, if that is also absent then you look at their contributions.

Question 10

Can you exclude a partner from a share of profits or losses?

Answer 10

No, any stipulation to that is void (1799)